QUANTA SERVICES INC
SC 13G/A, 2000-02-14
ELECTRICAL WORK
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------


                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

                                (Amendment No. 1)


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                              QUANTA SERVICES, INC.
                                (Name of Issuer)

                    Common Stock, par value $.00001 per share
                         (Title of Class of Securities)

                                   74762E 10 2
                                 --------------
                                 (CUSIP Number)



                                December 31, 1999
              ----------------------------------------------------
              (Date of Event Which Requires Filing This Statement)




         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

                           [   ] Rule 13d-1(b)
                           [ x ] Rule 13d-1(c)
                           [   ] Rule 13d-1(d)

         The  remainder  of this cover page shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information  required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise  subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


<PAGE>

- ------------------------------------------------------------------------------
CUSIP NO. 74762E 10 2                          13G           Page 2 of 6 Pages
- ------------------------------------------------------------------------------

- --------- --------------------------------------------------------------------
1.        NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                Billy Ray Jones
- -------------------------------------------------------------------------------

2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                N/A                                                (a) [  ]
                                                                   (b) [  ]
- -------------------------------------------------------------------------------
3.        SEC USE ONLY


- --------- ---------------------------------------------------------------------
4.        CITIZENSHIP OR PLACE OF ORGANIZATION

                United States of America
- ------------------------------------------------------------------------------

==================================================================
               | 5  SOLE VOTING POWER
               |
               |       2,000,034
               |
 NUMBER OF     | 6  SHARED VOTING POWER
   SHARES      |
 BENEFICIALLY  |       None
  OWNED BY     |
    EACH       | 7  SOLE DISPOSITIVE POWER
 REPORTING     |
   PERSON      |        2,000,034 <F1>
    WITH       |
               | 8  SHARED DISPOSITIVE POWER
               |
               |        None
==================================================================

9.        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


                2,000,034


- ------------------------------------------------------------------------------


10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
          CERTAIN SHARES

                N/A

- --------- --------------------------------------------------------------------
11.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


                5.88


- --------- --------------------------------------------------------------------
12.       TYPE OF REPORTING PERSON

                IN
- --------- --------------------------------------------------------------------
[FN]
<F1> 508,713 shares are subject to a  contractual  restriction  on transfer that
expires on August 13,  2000 and may not be  offered,  sold,  assigned,  pledged,
hypothecated,  transferred  or  otherwise  disposed of during the period of such
contractual restriction without the prior written consent of the issuer. 508,712
shares are subject to a  contractual  restriction  on transfer  that  expires on
August 13, 2001 and may not be offered, sold, assigned,  pledged,  hypothecated,
transferred  or  otherwise  disposed  of during the  period of such  contractual
restriction without the prior written consent of the issuer.
</FN>

<PAGE>
                                                               Page 3 of 6 pages

Item 1.   (a) Name of Issuer:

              Quanta Services, Inc. ("Company")

          (b) Address of Issuer's Principal Executive Offices:

              1360 Post Oak Road
              Suite 2100
              Houston, TX  77086

Item 2.   (a) Person Filing:

              Billy Ray Jones   ("Filer")

          (b) Address of Principal Business Office:

              6001 Live Oak Parkway
              Norcross, GA  30093

          (c) Citizenship:

              United States of America

          (d) Title of Class of Securities:

              Common Stock, par value $.00001 per share

          (e) CUSIP Number:

              74762E 10 2

<PAGE>
                                                               Page 4 of 6 pages

Item 3.  Filing.

              If this  statement is filed  pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:

               (a)  Broker or dealer registered under Section 15 of the Exchange
                    Act.
               (b)  Bank as defined in Section 3(a)(6) of the Exchange Act.
               (c)  Insurance  company as defined  in  Section  3(a)(19)  of the
                    Exchange Act.
               (d)  Investment   company  registered  under  Section  8  of  the
                    Investment Company Act.
               (e)  An   investment    adviser   in    accordance    with   Rule
                    13d-1(b)(1)(ii)(E);
               (f)  An employee  benefit  plan or endowment  fund in  accordance
                    with Rule 13d-1(b)(1)(ii)(F);
               (g)  A parent  holding  company or control  person in  accordance
                    with Rule 13d-1(b)(1)(ii)(G
               (h)  A savings  association  as defined  in  Section  3(b) of the
                    Federal Deposit Insurance Act;
               (i)  A church plan that is  excluded  from the  definition  of an
                    investment  company under Section 3(c)(14) of the Investment
                    Company Act;
               (j)  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

          If this statement is filed pursuant to Rule 13d-1(c), check this box.
     |X|

Item 4.    Ownership.

           (a) Amount Beneficially Owned:


               I am the beneficial  owner of 2,000,034 shares of Common Stock
               for purposes of the Securities  Exchange Act by virtue of Rule
               13(d)-3. This ownership consists of 2,000,034 shares of Common
               Stock owned directly by me.


           (b) Percent of Class:


               5.88


           (c) Number of shares as to which reporting person has:

                   (i)    Sole voting power


                          2,000,034


                   (ii)   Shared voting power

                          None

<PAGE>
                                                            Page 5 of 6 pages


                   (iii)  Sole dispositive power


                          2,000,034 <F1>


                   (iv)   Shared dispositive power

                          None

Item 5.    Ownership of Five Percent or Less of a Class.

           Not Applicable.

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.

           Not Applicable.

Item 7.    Identification and Classification of the Subsidiary Which Acquired
           the Security Being Reported on by the Parent Holding Company.

           Not Applicable.

Item 8.    Identification and Classification of Members of the Group.

           Not Applicable.

Item 9.    Notice of Dissolution of Group.

           Not Applicable.

Item 10.   Certification.

          By  signing  below,  I certify  that to the best of my  knowledge  and
     belief the securities  referred to above were not acquired and are not held
     for the  purpose  of or with the  effect of  changing  or  influencing  the
     control of the issuer of the  securities  and were not acquired and are not
     held in connection with or as a participant in any transaction  having that
     purpose or effect.

- ----------
[FN]
<F1>  508,713  shares are subject to a contractual  restriction on transfer that
      expires  on  August  13,  2000  and may not be  offered,  sold,  assigned,
      pledged,  hypothecated,  transferred  or otherwise  disposed of during the
      period of such contractual  restriction  without the prior written consent
      of the issuer. 508,712 shares are subject to a contractual  restriction on
      transfer  that  expires on August 13, 2001 and may not be  offered,  sold,
      assigned,  pledged,  hypothecated,  transferred  or otherwise  disposed of
      during  the  period  of such  contractual  restriction  without  the prior
      written consent of the issuer.
</FN>


<PAGE>
                                                               Page 6 of 6 pages

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                               2/11/00
                                        ---------------------
                                               (Date)



                                      By: /s/ Billy Ray Jones
                                          ---------------------------
                                          Billy Ray Jones



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